Milbank’s “Russian Invasion of Ukraine: Legal Issues” addresses the contractual provisions most frequently invoked as a result of implications or consequences (including sanctions) prompted by Russia’s invasion of Ukraine.
Coverage includes:
- Force Majeure clauses
- Impossibility of performance
- Frustration of Purpose
- Illegality of performance due to economic sanctions
- Material Adverse Event and Material Adverse Change clauses
- Know Your Customer (KYC) and Anti-Money Laundering (AML) requirements
The instructive Force Majeure discussion encompasses a general overview, as well as discussion about frequently litigated issues (also helpful for analysis in other contexts), including:
- Whether the event in question fits within the language of the Force Majeure clause
- Whether the parties could have foreseen the event
- Whether the event has prevented the party from performing
- Whether the party attempting to invoke the Force Majeure clause could have avoided and/or overcome the event and its consequences through reasonable diligence
- Whether the party attempting to invoke the Force Majeure clause complied with applicable
notice requirements
- Whether a Force Majeure event allows termination of the contract or is merely a temporary defense
This post first appeared in the weekly Society Alert!